GENERAL TERMS AND CONDITIONS OF SERVICES
GENERAL TERMS AND CONDITIONS OF SERVICES
GENERAL TERMS AND CONDITIONS OF SERVICES
DIGITAL LIGA OÜ
1. GENERAL PROVISIONS
1.1. These General Terms and Conditions of Services (the Terms) govern the provision of services by Digital Liga OÜ (the Company) to its clients (the Client).
1.2. The Company provides services exclusively on a B2B basis. These Terms do not apply to consumers within the meaning of Estonian or European Union consumer protection laws.
Any natural person contacting the Company, requesting or using the services shall be deemed to be acting for professional, business, commercial or entrepreneurial purposes, irrespective of whether such person is formally registered as a sole trader, entrepreneur or company at the time of contact.
For the purposes of these Terms, any services requested or received by a natural person are deemed to be requested or received in connection with professional or economic activity, and not for personal, household or private purposes.
1.3. The Company’s registration and contact details are disclosed on the official website and are deemed properly disclosed on the starting page of the site www.dliga.ee
1.4. Unless otherwise expressly agreed in writing, these Terms apply to all services provided by the Company.
2. CONCLUSION OF THE CONTRACT
2.1. A legally binding contract between the Company and the Client is deemed concluded only upon payment of the invoice issued by the Company, unless otherwise expressly agreed in writing.
2.2. Any requests, correspondence, discussions, preliminary work or exchange of information do not constitute contract conclusion or acceptance.
2.3. The Company may commence services prior to invoice issuance or payment, without creating guarantees, increasing liability or waiving the Client’s obligation to pay.
3. DEEMED ACCEPTANCE BY CONDUCT
3.1. The Client acknowledges and agrees that any conduct of the Client, including but not limited to:
– payment of an invoice;
– provision of documents, information or instructions;
– continuation of communications after receipt of an invoice or description of the scope of services;
– use of the results of the services,
shall be deemed confirmation of acceptance of these Terms, the scope of services and the conditions of their provision, even in the absence of a separately signed agreement.
4. REQUESTING SERVICES
4.1. Services may be requested via email (priority channel) or by telephone.
4.2. The preferred method of initiating services is Request Services via email.
4.3. Failure by the Company to respond to a request does not constitute acceptance or agreement to provide services.
4.4. The Company may refuse any service request at any stage and without providing reasons.
5. FORM AND MEANS OF SERVICE PROVISION
5.1. Services may be provided orally, in writing, or via electronic and digital means.
5.2. The Company may provide services directly or through subcontractors and third parties.
5.3. In the course of service provision, the Company may use, without limitation:
– electronic communication tools and messengers, including WhatsApp, Telegram, Viber, Signal, Threema;
– artificial intelligence and automation tools, including ChatGPT, Gemini, Grok, DeepSeek and similar systems;
– cloud-based services, storage and collaboration platforms, including but not limited to Google Drive, Google Workspace, Microsoft 365, OneDrive, SharePoint, Amazon Web Services (AWS), cloud hosting providers, document management systems, SaaS platforms and comparable cloud infrastructures.
5.4. The Client acknowledges and expressly accepts all risks associated with the use of such technologies and services, including but not limited to third-party processing, data storage outside the Client’s jurisdiction, cross-border data transfers, access control risks, technical vulnerabilities and service interruptions.
5.5. The Client acknowledges that cloud service providers and technology vendors operate independently from the Company, may amend their terms of service, technical parameters, pricing, data processing conditions or availability at any time, and that the Company has no control over such changes and bears no responsibility for their consequences.
6. DELIVERY OF SERVICES (DELIVERY POLICY)
6.1. Services are delivered through the channels specified above.
6.2. Any timelines communicated by the Company are indicative only.
6.3. Service delivery may depend on third parties, regulators, authorities, legislation, factual practice, sanctions, force majeure and other circumstances beyond the Company’s control.
6.4. The Company has no control over internal timelines, procedures or decisions of governmental or regulatory authorities and bears no responsibility for them.
6.5. If the provision of a service becomes impossible or impracticable due to changes in legislation, regulatory or administrative practice, actions or delays of governmental authorities, actions or omissions of third parties, or delays or failures on the part of the Client, such service shall be deemed duly provided if its execution has been commenced by the Company.
7. PRICING AND EXPENSES (INDICATIVE)
7.1. All prices are indicative only and do not constitute an offer.
7.2. Unless otherwise agreed in writing, services are charged on a time-spent basis.
7.2.1. For projects with a duration of less than one (1) calendar month, as well as for one-off services or consultations, unless otherwise expressly agreed in writing, services shall be charged at a standard hourly rate of EUR 300 per hour, calculated in accordance with the time rounding rules set out below.
All fees are stated exclusive of any applicable taxes, including value added tax (VAT) or similar taxes, which shall be charged in addition, where applicable.
7.3. Time calculation rules:
– 0–15 minutes are charged as 30 minutes;
– 16–30 minutes are charged as 30 minutes;
– any period exceeding 30 minutes is charged as one full hour;
rounding is always made in favour of the Company.
7.4. All calculations and invoices are issued primarily in EUR, unless otherwise expressly agreed in writing.
7.5. The minimum project fee is EUR 5,000 per calendar month, unless otherwise agreed in writing.
All prices exclude and do not include any overhead, technical, administrative or ancillary expenses, which are always charged additionally, including technical processing, IT and automation costs, travel expenses, transportation, postal services, document forwarding, courier services, administrative and operational costs.
7.6. Final pricing is confirmed only by email or invoice issued by the Company.
8. PAYMENT
8.1. Payment for the services shall be made by bank transfer or by any other payment methods made available by the Company from time to time, including payment links or third-party payment service providers.
8.2. Unless otherwise expressly agreed in writing, all invoices are payable upon receipt. The Company may require advance payment, retainers or milestone payments at its sole discretion.
8.3. Payment of an invoice constitutes unconditional confirmation and acceptance by the Client of the scope, timing and fact of services provided, including services deemed provided in accordance with these Terms, unless the Client has submitted a written and substantiated objection within the applicable claims limitation period.
8.4. Any objections to an invoice must be submitted in writing within the claims limitation period specified in these Terms. Failure to submit such objection within the applicable period shall constitute final acceptance of the invoice and the services invoiced.
8.5. All payments shall be made without set-off, counterclaim, deduction or withholding, except where expressly agreed in writing or required by mandatory applicable law.
8.6. Any bank fees, intermediary charges, payment service provider fees, currency conversion costs or similar charges shall be borne exclusively by the Client, unless otherwise expressly agreed in writing.
8.7. In the event of late payment, the Company shall be entitled, without prejudice to any other rights or remedies, to:
(a) suspend the provision of services immediately;
(b) charge statutory or contractual late payment interest;
(c) recover all reasonable costs of collection, including legal and professional fees.
8.8. Non-payment or delayed payment constitutes a material breach of these Terms and entitles the Company to terminate cooperation in accordance with Section 15.
8.9. Payments made by the Client are non-refundable, except as expressly provided in these Terms or required by mandatory applicable law.
9. REFUND AND CANCELLATION
9.1. The Client may cancel the requested services only prior to the commencement of their provision, unless otherwise expressly agreed in writing by the Company.
9.2. For the purposes of these Terms, services shall be deemed commenced upon the occurrence of any of the following events, whichever occurs first:
– the Company begins analysis, preparation, coordination, internal review or any other actions related to the requested services;
– the Company engages subcontractors or third parties in connection with the services;
– the Company provides any oral or written input, communication or deliverables related to the services.
9.3. Any services that have been commenced and/or rendered, in whole or in part, shall be deemed duly provided and are non-refundable, irrespective of whether the Client subjectively considers the services completed or satisfactory.
9.4. Any payments received by the Company are non-refundable, including advance payments, retainers, minimum monthly fees, time-based fees and reimbursable expenses, except as expressly provided in these Terms.
9.5. The Client acknowledges and agrees that no refunds shall be due in cases where:
– the outcome expected by the Client is not achieved;
– services are affected by actions or delays of governmental authorities, regulators or third parties;
– services are impacted by changes in legislation, regulatory practice or sanctions regimes;
– services cannot be completed due to the Client’s actions, omissions, delays or failure to provide information or documents.
9.6. Refunds may be granted only in cases of fraud, provided that such fraud is established by a final and non-appealable court decision issued by a court of competent jurisdiction.
9.7. The burden of proof in relation to any claim for a refund rests solely with the Client.
10. NO LEGAL ADVICE – NO SUCCESS FEE – NO GUARANTEES – CLIENT DECISION-MAKING
10.1. The Company does not provide legal, tax, migration, financial, investment or other regulated professional advice, unless such services are expressly and unambiguously agreed in writing between the Parties.
10.2. The services provided by the Company are not success-based. Any remuneration dependent on the achievement of a specific result may apply only if expressly agreed in writing as an additional fee and shall not replace the base remuneration.
10.3. The Company performs the services solely on a reasonable efforts basis and provides no guarantees or warranties as to outcomes, timelines, decisions of governmental authorities, regulators or third parties, or any legal, commercial, financial or other effects expected by the Client.
10.4. The Client independently evaluates all information provided by the Company and independently makes all decisions related to the services, acting entirely at its own discretion, responsibility and risk.
10.5. The Client acknowledges and agrees that all actions and omissions in connection with the services, including the selection of strategy, scope, timing and methods of interaction with governmental authorities, regulators or third parties, are the result of the Client’s own decisions, irrespective of any recommendations, comments or information provided by the Company.
10.6. The granting by the Client of any power of attorney, authorisation, mandate, instruction or other permission to the Company, its employees, contractors or affiliated persons to act on behalf of the Client shall be deemed a direct, conscious and unconditional authorisation and confirmation of the relevant decisions by the Client, and confirmation that such actions are performed at the Client’s initiative, in the Client’s interests and under the Client’s responsibility.
10.7. The issuance of a power of attorney or other authorisation does not transfer decision-making responsibility to the Company, does not constitute acceptance by the Company of responsibility for the legal, financial, commercial or other consequences of such actions, and does not release the Client from liability for the outcomes of its decisions.
11. NO DUTY TO WARN OR MONITOR
11.1. Unless otherwise expressly agreed in writing, the Company has no obligation to monitor, track or remind the Client of any deadlines, time limits, filing dates, renewal dates, compliance requirements, reporting obligations, regulatory changes, legal developments, sanctions regimes, administrative practices or any other actions required from the Client.
11.2. The Company has no duty to warn, notify or advise the Client of any risks, consequences, changes in law, regulatory practice, enforcement trends, procedural requirements or other circumstances that may affect the Client’s activities, position or objectives.
11..3. The Client acknowledges that the Company does not assume any responsibility for monitoring ongoing obligations, future developments or external factors and that the Company’s services are provided only within the expressly agreed scope and timeframe.
11.4. The Client bears sole and exclusive responsibility for identifying, monitoring and complying with its obligations under applicable laws, regulations, contracts and internal policies, as well as for taking all relevant decisions in a timely manner.
11.5. Any failure by the Client to monitor its obligations, to take timely action or to respond to changes in circumstances shall not give rise to any liability of the Company and shall not constitute a breach of these Terms.
11.6. Where the Company, at its discretion, provides reminders, comments, informal observations or general information, such actions shall be deemed courtesy-based and non-binding, shall not create any duty or expectation of continued monitoring, and shall not modify the allocation of responsibilities set out in this Section.
11.7. The Client expressly waives any claims based on alleged failure by the Company to warn, monitor, remind or notify, to the maximum extent permitted by applicable law.
12. CLIENT INFORMATION AND COOPERATION
12.1. The Client represents and warrants that all information, data, documents and materials provided to the Company, whether directly or through third parties, are complete, accurate, truthful, authentic, lawful and up to date, and are free from falsification, manipulation, omission, misrepresentation or concealment of material facts.
12.2. The Client further represents that it has full authority and legal right to provide such information and documents to the Company and that their provision, use and processing do not infringe any applicable laws, regulations, contractual obligations or third-party rights.
12.3. The Company does not verify and is not obliged to verify the accuracy, completeness, legality or authenticity of any information or documents provided by the Client and shall not be liable for any consequences arising from reliance on such information or documents.
12.4. The Client acknowledges that the Company is entitled to rely entirely on the information and documents provided by the Client when performing the services and that any outcomes, conclusions or actions taken by the Company based on such information are at the Client’s sole risk and responsibility.
12.5. The Client undertakes to promptly cooperate with the Company and to provide all information, documents, confirmations and instructions reasonably required for the provision of services, within the timelines requested by the Company.
12.6. Any delay, failure, omission or refusal by the Client to provide information, documents or cooperation shall automatically:
(a) extend any timelines for the provision of services;
(b) increase the costs and fees payable by the Client; and
(c) release the Company from any responsibility or liability for delays, failure to achieve results or adverse consequences caused thereby.
12.7. Where inaccurate, incomplete or misleading information provided by the Client results in additional work, rework, compliance checks, investigations, involvement of third parties or legal review, the Company shall be entitled to additional remuneration and reimbursement of all related costs and expenses.
12.8. The Client shall indemnify and hold harmless the Company from and against any losses, damages, claims, penalties, fines, regulatory consequences, costs or expenses (including legal and professional fees) arising out of or in connection with the provision of inaccurate, incomplete, unlawful or misleading information or the Client’s failure to cooperate.
12.9. The Company shall have no obligation to retain any documents or information provided by the Client and may destroy or delete such materials at any time after termination or completion of the services, unless retention is required by mandatory law or internal compliance obligations.
13. PROFESSIONAL CLIENT ACKNOWLEDGEMENT
13.1. The Client confirms and acknowledges that it acts within the scope of its entrepreneurial, commercial or professional activity and enters into contractual relations with the Company for business purposes.
13.2. The Client represents that it possesses sufficient experience, knowledge, professional competence and resources to independently assess the nature of the services, the associated risks, costs and potential consequences.
13.3. The Client acknowledges that it is not a weaker party in the contractual relationship with the Company and does not require consumer-level protection, special warnings or safeguards.
13.4. The Client confirms that it has had sufficient opportunity to review these Terms, to seek independent professional advice if deemed necessary, and that it enters into these Terms freely, consciously and without reliance on consumer protection rules.
13.5. The Client further acknowledges that the allocation of rights, obligations and risks under these Terms is commercially reasonable, corresponds to the nature of the services and reflects the Client’s professional status.
14. NO RELIANCE
14.1. The Client confirms that, when making any decisions, it does not rely on any oral statements, explanations, forecasts, assumptions, estimates, opinions or other representations made by the Company or its representatives, except for those expressly and unambiguously set out in writing.
14.2. The Client acknowledges that any information provided by the Company is of a general, contextual or informational nature, unless expressly agreed otherwise in writing, and does not constitute binding advice or instruction.
14.3. The Client independently evaluates all information received from the Company and makes all decisions independently, based on its own assessment of risks and circumstances.
14.4. All decisions are taken by the Client at its sole discretion, responsibility and entirely at its own risk, irrespective of the form, content or manner in which any information was communicated by the Company.
15. SUSPENSION AND TERMINATION
15.1. The Company may, at any time and at its sole discretion, without providing reasons or prior notice, suspend the provision of services, in whole or in part, or terminate the cooperation with the Client.
15.2. The Company’s right to suspend or terminate services applies, without limitation, in cases of non-payment, compliance or risk concerns, sanctions exposure, force majeure, changes in law or practice, operational reasons, or any other circumstances deemed relevant by the Company.
15.3. Suspension or termination may be effected with immediate effect, and the Company shall not be obliged to complete any services, deliverables or milestones not yet commenced or completed.
15.4. Suspension or termination of services does not release the Client from any payment obligations, including payment for services already rendered, services deemed rendered, accrued fees, minimum monthly fees, reimbursable expenses and any outstanding invoices.
15.5. Any services that have been commenced prior to suspension or termination shall be deemed duly provided for the purposes of invoicing and payment, in accordance with these Terms.
15.6. The Company shall not be liable for any losses, damages or adverse consequences suffered by the Client as a result of suspension or termination under this Section, except to the extent such liability cannot be excluded under mandatory applicable law.
15.7. Termination under this Section is without prejudice to any other rights or remedies of the Company, including the right to claim payment, damages, indemnification or to enforce any other provisions of these Terms.
16. COMPLIANCE AND RISK
16.1. The Company may, at any time and at its sole discretion, request from the Client any documents, information, confirmations or explanations required for compliance, risk assessment, identification and verification purposes, including but not limited to AML/CTF procedures, sanctions screening, internal compliance policies, regulatory, contractual or reputational risk management.
16.2. Such documents and information may include, without limitation, identification documents, corporate and constitutional documents, information on beneficial ownership, management and control, source of funds or source of wealth information, transaction-related data, declarations, confirmations and any supporting materials requested by the Company.
16.3. The Client undertakes to provide all requested compliance and identification documents promptly, fully, accurately and truthfully. Any refusal, failure, delay, partial disclosure or provision of misleading or inaccurate information shall constitute unconditional and sufficient grounds for suspension or termination of services by the Company.
16.4. Suspension or termination of services for compliance- or risk-related reasons does not release the Client from any payment obligations, including payment for services already rendered, accrued fees, minimum monthly fees, expenses or outstanding invoices.
16.5. The Client acknowledges and agrees that any compliance, identification or risk-related documents and information provided by the Client may be used and disclosed by the Company, to the extent reasonably necessary, not only for internal purposes, but also in the course of interactions with the Company’s financial institutions, payment service providers, auditors, professional advisers, external consultants, legal counsel, contractors, subcontractors, cloud service providers, counterparties, regulators, tax authorities or other competent or relevant third parties, including on a cross-border basis, in connection with the provision of services, compliance obligations, risk management, audits, investigations or dispute resolution.
16.6. The Client provides its irrevocable consent to such use and disclosure and agrees that such disclosure shall not constitute a breach of confidentiality obligations, non-disclosure agreements, professional secrecy or data protection laws, including GDPR, provided that such disclosure is made for legitimate purposes as set out in these Terms.
16.7. The Client undertakes to promptly and proactively notify the Company of any existing, arising or reasonably foreseeable compliance, sanctions, regulatory, legal, reputational or other risk-related circumstances relating to the Client, its beneficial owners, directors, officers, representatives, activities, transactions or counterparties, which may affect the provision of services or the Company’s compliance or risk position.
16.8. Any failure to notify, delayed notification or provision of incomplete, inaccurate or misleading information regarding such risks shall constitute a material breach of these Terms.
16.9. The Client shall be fully liable for any losses, damages, claims, penalties, regulatory consequences, costs or expenses incurred by the Company as a result of the Client’s breach of its compliance, disclosure or notification obligations, including, without limitation, reputational damage, sanctions-related consequences and adverse effects on the Company’s relationships with financial institutions, payment service providers, partners or regulators.
16.10. Any legal, advisory, investigative, compliance, audit or other professional fees and expenses incurred by the Company in connection with the identification, assessment, mitigation, handling or consequences of such risks shall be fully reimbursed by the Client upon first demand, irrespective of whether the services are continued, suspended or terminated.
16.11. Sanctions, restrictive measures, embargoes, war, armed conflict, regulatory or governmental actions or decisions, changes in applicable laws or enforcement practice, or related restrictions shall constitute force majeure events.
16.12. The Company shall not be obliged to notify the Client of the occurrence of a force majeure event. The absence of notification does not deprive the Company of protection under force majeure provisions and does not give rise to any liability on the part of the Company.
17. CONFIDENTIALITY
17.1. The Client undertakes to treat as strictly confidential any correspondence, communications, documents, materials, data, information or content received from the Company, whether provided orally, in writing, electronically, through messengers, cloud services, meetings, calls, recordings, screenshots or otherwise (the Confidential Information).
17.2. Confidential Information includes, without limitation, business information, pricing, commercial terms, internal assessments, analyses, strategies, drafts, opinions, work product, methodologies, communications with third parties, compliance-related information, as well as the fact of cooperation with the Company, unless such information is expressly stated by the Company to be non-confidential.
17.3. The Client shall not disclose, publish, distribute, transfer, quote, reproduce or otherwise make available any Confidential Information, in whole or in part, to any third party, nor use such information for purposes other than those directly related to the provision of services, without the Company’s prior written consent.
17.4. In particular, the Client shall not disclose or make public any Confidential Information through media, social networks, websites, presentations, marketing materials, public statements, reviews, testimonials, complaints, legal filings or communications with authorities, unless such disclosure is mandatory under applicable law.
17.5. Where disclosure of Confidential Information is required by law, regulation or a binding order of a competent authority, the Client shall, to the extent legally permitted, promptly notify the Company prior to such disclosure and limit the disclosure strictly to the minimum extent required.
17.6. The Client shall ensure that Confidential Information is accessed only by persons who have a strict need to know for the purposes of the services and who are bound by confidentiality obligations no less restrictive than those set out in these Terms.
17.7. The Client bears full responsibility and liability for any unauthorised disclosure, leakage, misuse or publication of Confidential Information, whether caused by the Client itself, its employees, representatives, contractors or any other persons under its control or influence.
17.8. The Client shall indemnify and hold harmless the Company from and against any losses, damages, claims, penalties, costs or expenses (including legal and professional fees) arising out of or in connection with any breach of this Section, including reputational damage and adverse consequences in relations with partners, financial institutions, payment service providers or regulators.
17.9. The confidentiality obligations under this Section shall apply during the term of the cooperation and indefinitely after its termination, unless otherwise expressly agreed in writing.
17.10. The Company shall be entitled to seek injunctive relief or other equitable remedies in the event of a breach or threatened breach of this Section, in addition to any other remedies available under law or contract.
18. RECORDINGS, LOGS AND SCREEN CAPTURES
18.1. The Company may, at its sole discretion, record or otherwise document any calls, meetings, video conferences, online sessions or communications with the Client, including communications conducted by telephone, video conferencing tools, messengers or other electronic means.
18.2. The Company may create and store audio recordings, video recordings, screen recordings, screenshots, transcripts, technical logs, metadata, access logs and other technical or evidentiary records in connection with the provision of services, compliance, quality control, security, training, audit, dispute resolution or evidentiary purposes.
18.3. Such recordings and records may be created automatically or manually, including through the use of software tools, artificial intelligence, automation systems or cloud-based services.
18.4. The Client expressly acknowledges and gives its prior consent to such recording, logging and processing, and agrees that no additional notice or consent is required for each individual recording or log entry.
18.5. The Client acknowledges that such recordings, logs and screen captures may be used by the Company as evidence in internal reviews, compliance procedures, disputes, negotiations, court, arbitration or administrative proceedings, to the extent permitted by applicable law.
18.6. The Company shall have no obligation to provide copies of recordings, logs or screen captures to the Client, nor to retain them for any minimum period, unless otherwise required by mandatory law.
18.7. The Company may delete or destroy any recordings, logs or screen captures at any time, unless retention is required for compliance, evidentiary or legal purposes.
18.8. The Client acknowledges and agrees that the creation, storage and use of recordings, logs and screen captures in accordance with this Section shall not constitute a breach of confidentiality, professional secrecy, privacy or data protection obligations, including GDPR, where such processing is carried out for legitimate purposes in a B2B context.
18.9. The Client shall ensure that its employees, representatives or participants in communications with the Company are duly informed of and consent to such recording and logging, and the Client shall bear sole responsibility for any claims arising from failure to do so.
19. LIABILITY
19.1. To the maximum extent permitted by applicable law, the total aggregate liability of the Company, whether arising in contract, tort (including negligence), statute, equity or otherwise, and regardless of the legal basis of the claim, shall be strictly limited to thirty per cent (30%) of the value of the services actually provided by the Company to the Client in the relevant calendar month in which the event giving rise to the liability occurred.
19.2. For the purposes of this Section, the value of services shall be calculated excluding any amounts attributable to subcontractor or third-party costs, salaries, taxes, mandatory charges, overheads, technical costs, compliance costs, travel expenses, courier or postal costs and any other associated or ancillary expenses.
19.3. The liability cap set out above shall apply collectively to all claims arising out of or in connection with the services, including multiple claims, recurring claims or claims arising from the same or related circumstances.
19.4. To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, consequential, incidental, special or punitive damages, including, without limitation, loss of profit, loss of business, loss of opportunity, loss of data, loss of reputation, loss of goodwill or expected savings, even if the Company was advised of the possibility of such damages.
19.5. The Company shall not be liable for any damages, losses or adverse consequences arising from or related to:
– actions or omissions of governmental authorities, regulators or courts;
– actions or omissions of third parties, including subcontractors, counterparties, service providers or cloud providers;
– changes in legislation, regulatory or enforcement practice;
– sanctions, restrictive measures or force majeure events;
– the Client’s decisions, instructions, approvals or failure to act;
– inaccurate, incomplete or misleading information provided by the Client.
19.6. Any liability of the Company shall arise only to the extent of proven direct damages, duly established by a final and binding court decision, and only where such liability cannot be lawfully excluded under applicable law.
19.7. Nothing in these Terms shall exclude or limit the Company’s liability to the extent such exclusion or limitation is prohibited by mandatory provisions of applicable law; however, all permissible exclusions and limitations shall apply to the fullest extent allowed.
20. CLAIMS LIMITATION PERIOD
20.1. Any claims, complaints, demands or assertions of any kind arising out of or in connection with the services, these Terms or the contractual relationship between the Parties shall be submitted to the Company in writing within one (1) calendar month from the date on which the relevant circumstances arose or should reasonably have been discovered by the Client, whichever occurs earlier.
20.2. The Client acknowledges that the above limitation period is material and essential and has been agreed taking into account the B2B nature of the relationship, the professional status of the Client and the nature of the services.
20.3. Any claims submitted after the expiry of the limitation period specified in this Section shall be deemed waived, time-barred and forfeited, and the Client shall have no right to pursue such claims in any form, including judicial, arbitral or administrative proceedings.
20.4. Submission of a claim does not suspend or affect the Client’s obligation to pay for services rendered, accrued fees, minimum monthly fees, expenses or outstanding invoices.
20.5. The Parties acknowledge and agree that this contractual limitation period applies independently of and in addition to any statutory limitation periods, to the maximum extent permitted by applicable law.
20.6. Nothing in this Section shall prevent the Company from invoking any shorter limitation periods or procedural defences available under applicable law.
21. INTELLECTUAL PROPERTY
21.1. All intellectual property rights, including but not limited to copyrights, related rights, database rights, design rights, trademarks, trade names, know-how, methodologies, processes, structures, templates, drafts, analyses, reports, memoranda, strategies, presentations, correspondence, work product, deliverables, materials and any other results created, developed, generated or used by the Company in the course of or in connection with the provision of services (the IP) shall belong exclusively to the Company, unless otherwise expressly agreed in writing.
21.2. For the avoidance of doubt, the IP shall belong to the Company irrespective of:
– whether such IP was created solely by the Company or with the involvement of subcontractors or third parties;
– whether such IP was created manually, automatically or with the use of artificial intelligence, automation tools or cloud services;
– whether such IP is delivered to the Client in final or draft form, or not delivered at all.
21.3. Nothing in these Terms shall be construed as transferring, assigning or licensing any intellectual property rights to the Client, except to the extent expressly agreed in writing. Any implied, statutory or equitable licences are expressly excluded.
21.4. Where the Company expressly grants the Client a right to use specific deliverables, such right shall be deemed a limited, non-exclusive, non-transferable and revocable right of use, solely for the Client’s internal business purposes and strictly within the scope expressly agreed in writing.
21.5. The Client shall not copy, modify, adapt, distribute, publish, sublicense, reverse engineer, extract, reuse or otherwise exploit any IP of the Company, in whole or in part, without the Company’s prior written consent.
21.6. The Client shall not remove, alter or obscure any copyright notices, proprietary legends or other indications of ownership contained in or accompanying the IP.
21.7. Any intellectual property rights pre-existing prior to the provision of services or independently developed by the Company outside the scope of the services shall remain the exclusive property of the Company.
21.8. The Client undertakes, upon the Company’s first request and free of charge, to promptly execute, confirm, ratify or provide any documents, statements, confirmations, assignments or other actions reasonably required to confirm, record, register, protect, enforce, transfer or otherwise formalise the Company’s intellectual property rights, including for the purposes of registration, filing, enforcement, licensing or transfer of such rights in any jurisdiction.
21.9. The Client acknowledges that any refusal, delay or failure to comply with the obligations set out in this Section constitutes a material breach of these Terms and may cause irreparable harm to the Company.
21.10. The Client shall be fully liable for any losses, damages or adverse consequences suffered by the Company as a result of such refusal, delay or failure, including, without limitation, direct damages, indirect damages, loss of profit, loss of opportunity, reputational damage and any related legal or professional costs, irrespective of whether such losses were foreseeable.
21.11. Any unauthorised use or infringement of the Company’s IP constitutes a material breach of these Terms and entitles the Company to seek injunctive relief, damages and any other remedies available under applicable law.
22. TAXES AND WITHHOLDING
22.1. All fees, charges and amounts payable to the Company under these Terms are stated exclusive of any taxes, duties, levies or similar charges, unless expressly stated otherwise.
22.2. The Client shall not withhold or deduct any taxes, duties or other amounts at source from payments due to the Company, unless such withholding is expressly agreed in writing between the Parties or is strictly required by mandatory applicable law.
22.3. If any withholding or deduction is required by mandatory law and has not been expressly agreed in writing, the Client shall gross up the payment so that the Company receives the full amount it would have received had no withholding or deduction been required.
22.4. The Client shall bear all taxes, duties and fiscal obligations arising in the Client’s jurisdiction or any other jurisdiction in connection with the services, the payments or the Client’s use of the services, including corporate taxes, withholding taxes, transaction taxes and similar charges.
22.5. The Company shall be responsible only for its own taxes arising in its jurisdiction of incorporation, to the extent required by applicable law.
22.6. Any currency exchange risk, conversion costs, bank fees or intermediary charges shall be borne exclusively by the Client, unless otherwise expressly agreed in writing.
23. LEGALLY BINDING COMMUNICATION
23.1. Any legally binding obligations, representations, confirmations, amendments, waivers or consents on behalf of the Company shall arise only from communications sent from the Company’s official email domain or from documents expressly executed by authorised representatives of the Company in writing.
23.2. Communications made via messengers, telephone calls, video calls, meetings, social networks or other informal channels do not create legally binding obligations for the Company, unless subsequently confirmed in writing in accordance with this Section.
23.3. The Client acknowledges that communications originating from personal email addresses, third-party domains or accounts purporting to represent the Company shall not be deemed authorised and shall not create any rights or obligations for the Company.
23.4. The Client bears the risk of relying on any communications that do not comply with this Section and waives any claims based on alleged representations or commitments not made in accordance herewith.
24. NO PARTNERSHIP – NO AGENCY – NO EXCLUSIVITY
24.1. Nothing in these Terms, the provision of services or the course of cooperation between the Parties shall be construed as creating any partnership, joint venture, agency, representation, fiduciary, employment or similar relationship between the Company and the Client.
24.2. The Company does not act as an agent, representative, advisor or fiduciary of the Client, and has no authority to bind the Client or to assume obligations on its behalf, except where expressly authorised in writing and strictly within the scope of such authorisation.
24.3. The Client is not authorised to represent the Company, to bind the Company, to make statements, representations or commitments on behalf of the Company, or to imply the existence of any partnership, agency or similar relationship.
24.4. No exclusivity is granted to the Client. The Company shall be free to provide identical or similar services to other clients, including competitors of the Client, and to engage in any other activities, unless otherwise expressly agreed in writing.
24.5. The Client acknowledges that the Company is not obliged to disclose the existence of other clients, potential conflicts of interest or the nature of services provided to third parties, except where such disclosure is expressly required by mandatory law.
24.6. The Client remains solely responsible for its own business decisions, operations and relationships with third parties, and nothing in these Terms shall be construed as creating any obligation on the Company to act in the Client’s best interests beyond the express scope of the agreed services.
24.7. Any breach of this Section shall constitute a material breach of these Terms and entitle the Company to seek all remedies available under applicable law, including injunctive relief.
25. WAIVER OF IMBALANCE AND HARDSHIP CLAIMS
25.1. The Client expressly acknowledges and agrees that these Terms are entered into freely, consciously and as part of a commercial relationship, taking into account the Client’s professional status and bargaining position.
25.2. To the maximum extent permitted by applicable law, the Client irrevocably waives any right to challenge, invalidate or seek modification of these Terms, in whole or in part, on the basis of imbalance, hardship, unfairness, inequity, abuse of circumstances, lesion, excessive burden, good faith doctrines or similar legal concepts, whether under statutory law, case law or equitable principles.
25.3. The Client further waives any right to claim that these Terms or any provision thereof should be reinterpreted or adjusted due to changes in circumstances, market conditions, economic factors, regulatory environment or the Client’s internal situation.
25.4. This waiver applies to the fullest extent permitted by applicable law and shall not affect any rights that cannot be validly waived under mandatory legal provisions.
26. IDENTIFICATION OF SERVICE PROVIDERS AND LIMITATION OF CLAIMS
26.1. All services under these Terms are provided exclusively by the Company as a legal entity. No personal liability shall arise for any directors, officers, employees, representatives, contractors, subcontractors, consultants or affiliated persons of the Company.
26.2. The Client agrees that any and all claims, demands or causes of action arising out of or in connection with these Terms or the services may be brought solely against the Company, and not against any individuals associated with the Company in any capacity.
26.3. The Client expressly waives any right to assert claims against the Company’s directors, officers, employees, representatives, contractors or subcontractors under theories of personal liability, tort, negligence, misrepresentation, fiduciary duty or otherwise.
26.4. Any claims shall be brought exclusively under Estonian law and subject to the jurisdiction of the competent courts of the Republic of Estonia, unless otherwise expressly agreed in writing.
26.5. The limitations set out in this Section apply irrespective of the legal basis of the claim, including contract, tort (including negligence), statutory liability or any other grounds.
27. LIMITATION OF INFORMATION REQUESTS
27.1. The Client acknowledges and agrees that, except where expressly required by mandatory provisions of Estonian law, the Client has no right to request, access, inspect or obtain any internal documents, records, materials or information of the Company.
27.2. Without limitation, this restriction applies to the Company’s internal methodologies, working papers, drafts, internal correspondence, analyses, assessments, decision-making processes, templates, tools, know-how, compliance procedures, risk models, internal policies, logs, recordings, technical documentation, audit materials and internal communications, whether created before, during or after the provision of services.
27.3. The Client acknowledges that such internal materials constitute confidential information, intellectual property and trade secrets of the Company and are not part of the deliverables or results owed to the Client, unless expressly agreed otherwise in writing.
27.4. The Company shall have sole discretion to determine what information, documents or materials (if any) may be disclosed to the Client in the course of providing services, and such disclosure shall not create any precedent or obligation to disclose similar information in the future.
27.5. Any information voluntarily provided by the Company to the Client shall be deemed provided for informational purposes only, shall not be considered complete, exhaustive or representative of the Company’s internal processes, and shall not give rise to any rights of inspection, audit or further disclosure.
27.6. The Client expressly waives any rights to request disclosure of internal documents or methodologies on the basis of alleged necessity for verification, audit, due diligence, dispute preparation or similar purposes, to the maximum extent permitted by applicable law.
27.7. Nothing in this Section shall limit the Company’s right to refuse disclosure of information where such disclosure would violate confidentiality obligations, data protection laws, professional secrecy, third-party rights or the Company’s legitimate interests.
28. COOKIES AND TRACKING
28.1. The Company’s website and digital resources may use cookies, tracking technologies, analytics tools and similar mechanisms in order to ensure proper technical functioning, security, performance monitoring and user experience.
28.2. The Client acknowledges and agrees that the use of cookies and tracking technologies is primarily governed by the policies, terms and technical settings of the hosting providers, platform operators or third-party services used by the Company, including but not limited to website hosting services, content management systems, analytics providers or cloud platforms.
28.3. The Company does not independently control the technical operation, configuration or evolution of cookies, trackers or similar technologies implemented by such hosting providers or third-party platforms and shall not be responsible for their functionality, scope, data collection practices or subsequent changes.
28.4. Any consent, settings, preferences or opt-out mechanisms relating to cookies or tracking technologies shall be managed in accordance with the applicable policies and interfaces of the relevant hosting provider or platform.
28.5. The Client acknowledges that information collected through cookies or tracking technologies may be processed by third-party providers, including on a cross-border basis, in accordance with their respective privacy and data processing policies.
28.6. To the maximum extent permitted by applicable law, the Company disclaims any liability arising out of or in connection with the use, operation or modification of cookies or tracking technologies implemented by hosting providers or third-party platforms.
29. GOVERNING LAW AND DISPUTES
29.1. These Terms, any services provided hereunder, and any non-contractual obligations or disputes arising out of or in connection with them shall be governed by and construed exclusively in accordance with the laws of the Republic of Estonia, without regard to its conflict of laws principles.
29.2. The Parties agree that the courts of the Republic of Estonia shall have exclusive jurisdiction to settle any disputes, claims or proceedings arising out of or in connection with these Terms, the services or the contractual relationship between the Parties, unless otherwise expressly agreed in writing.
29.3. Prior to initiating any court proceedings, the Parties shall make a good-faith attempt to resolve the dispute amicably through negotiations for a period of not less than one (1) calendar month, unless mandatory law provides otherwise.
29.4. Nothing in this Section shall prevent the Company from seeking interim, injunctive or protective measures (including measures to secure claims, evidence or enforce confidentiality or intellectual property rights) before any competent court.
29.5. The Client expressly waives any right to challenge jurisdiction, venue or forum on the grounds of inconvenience, forum non conveniens or similar doctrines, to the maximum extent permitted by applicable law.
29.6. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or the services.
29.7. The Client shall bear all of its own legal, advisory, representation and support costs and expenses incurred in connection with any dispute, claim, negotiation, correspondence, proceeding or enforcement action arising out of or in connection with these Terms or the services, and such costs and expenses shall not, under any circumstances, be reimbursed, offset or charged to the Company, irrespective of the outcome of the dispute, unless otherwise expressly required by mandatory applicable law.
30. AMENDMENTS AND MONITORING
30.1. The Client acknowledges and agrees that these General Terms and Conditions, as published on the Company’s website, may be amended, updated or modified by the Company from time to time.
30.2. The Client is solely responsible for regularly monitoring the current version of the General Terms and Conditions available on the Company’s website. The Company is not obliged to provide individual notices of amendments or updates, unless otherwise expressly agreed in writing.
30.3. Any amended or updated version of the General Terms and Conditions shall enter into force as of the date of publication on the Company’s website, unless a later effective date is expressly indicated.
30.4. The amended General Terms and Conditions shall be deemed accepted by the Client if the Client does not submit a written notice of non-acceptance to the Company within thirty (30) calendar days from the date of publication of the amended version.
30.5. In the event the Client submits a notice of non-acceptance within the specified period, the Parties shall enter into good-faith negotiations for a period of up to one (1) calendar month in order to determine the conditions of continued cooperation.
30.6. During the negotiation period, the Company shall be entitled, at its sole discretion, to suspend the provision of services, in whole or in part, without any liability.
30.7. Suspension of services pursuant to this Section does not release the Client from any payment obligations, including payment for services already rendered, ongoing services, minimum monthly fees, expenses or any other amounts due to the Company.
30.8. If no agreement is reached within the negotiation period, the Company shall be entitled to terminate the cooperation without liability, and the Client shall remain fully liable for all outstanding payment obligations accrued up to the effective date of termination.
31. LANGUAGE AND PRIORITY
31.1. The English version prevails.
32. SEVERABILITY
32.1. Invalidity of any provision does not affect the remainder.